Transocean (RIG) CFO Vayda receives 239,740 restricted units and sells shares

Rhea-AI Filing Summary

Transocean Ltd. executive Robert Thaddeus Vayda, EVP and Chief Financial Officer, reported equity compensation and related share activity. On February 5, 2026, 34,726 registered shares were acquired at $0 following the vesting of deferred units from the 2023–2025 performance cycle. On the same date, he was granted 239,740 restricted units under the long-term incentive plan, which are scheduled to vest in three equal annual installments from March 1, 2027 through March 1, 2029. On February 6, 2026, 10,947 registered shares were sold at $4.99 solely to satisfy tax withholding obligations upon vesting. Following these transactions, he directly held 258,933 registered shares and 239,740 restricted units, while 91 registered shares were held indirectly by a child, with beneficial ownership of those indirect shares disclaimed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vayda Robert Thaddeus

(Last) (First) (Middle)

1414 ENCLAVE PARKWAY

(Street)

HOUSTON TX 77077

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Registered Shares	02/05/2026		M		34,726(1)	A	$0	269,880	D
Registered Shares	02/06/2026		F		10,947(2)	D	$4.99	258,933	D
Registered Shares								91(3)	I	By Child

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units	$0	02/05/2026		A		239,740		(4)	(4)	Registered Shares	239,740	$0	239,740	D

Explanation of Responses:

1. Deferred Units awarded on February 9, 2023, vested on February 5, 2026, upon satisfaction of the applicable performance measures pursuant to the Issuer's 2023-2025 performance cycle

2. Shares sold upon vesting to satisfy tax withholding obligations.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. The Restricted Units were acquired on February 5, 2026, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted share units vest as follows: 79,913 on March 1, 2027; 79,913 on March 1, 2028; and 79,914 on March 1, 2029.

	/s/ Debra Kupferman by Power of Attorney	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Transocean (RIG) CFO Robert Vayda report?

Robert Vayda reported vesting-related share activity and a new equity grant. He exercised 34,726 deferred units into registered shares, received 239,740 restricted units, and sold 10,947 shares at $4.99 to cover tax withholding, leaving 258,933 registered shares held directly.

How many restricted units did Transocean (RIG) grant to its CFO in this Form 4?

The CFO received 239,740 restricted units at a $0 exercise price under Transocean’s long-term incentive plan. These units are scheduled to vest in three tranches: 79,913 on March 1, 2027, 79,913 on March 1, 2028, and 79,914 on March 1, 2029.

Why did the Transocean (RIG) CFO sell 10,947 shares on February 6, 2026?

The 10,947 registered shares were sold at $4.99 per share solely to satisfy tax withholding obligations arising from vesting. This type of sale is commonly used to cover income and payroll taxes triggered when equity awards, such as deferred or restricted units, become taxable.

What equity awards vested for the Transocean (RIG) CFO in early 2026?

Deferred units awarded on February 9, 2023 vested on February 5, 2026 after performance goals under Transocean’s 2023–2025 performance cycle were met. Their vesting resulted in the acquisition of 34,726 registered shares and associated tax-withholding share sales reported in this Form 4.

How many Transocean (RIG) shares does the CFO beneficially own after these transactions?

After the reported transactions, the CFO directly held 258,933 registered shares and 239,740 restricted units. Additionally, 91 registered shares were held indirectly by a child, with the reporting person expressly disclaiming beneficial ownership of those indirectly held securities.

What is the vesting schedule for the Transocean (RIG) CFO’s new restricted units?

The 239,740 restricted units acquired on February 5, 2026 vest in three annual installments. Specifically, 79,913 units vest on March 1, 2027, another 79,913 on March 1, 2028, and the remaining 79,914 units on March 1, 2029, subject to plan terms.